The Joy of Touch
by Heiwako
Summary: Sequel to Red Riding Hood and the Big Bad Wolf. Cicero hates the Listener who treats him little more than her personal slave. He finds comfort in his friendship with one of the initiates that leads into something more. Rated M for sexual content.


A/N: This is a sequel to Red Riding Hood and the Big Bad Wolf. This story makes this an official AU of my main line and there are several scenes that are call backs to it. However, it is fine as a standalone.

The crucial point is "What if they never met in 'A Different Sort of Innocence Lost'?" and the domino effect of that answer.

_Inspired by Skyrim Kink Meme - This Anon wants to go old school - porn without penetration. Maybe it's F!DB's time of the lunar cycle, she might have the proverbial headache or she's recovering from injuries, or just plain doesn't want to be penetrated because that's just how she feels tonight._

_But she loves her man and he loves her, and so there is touching. Lots and lots of touching. I want a fic that's pure foreplay, Anons. I want much kissing, stroking and/or scratching, hair tugging (come on, these Nords have such fucktuggable hair, I need to see hair!love in here!), cuddling, fingering, frottage, hand jobs, blow jobs... Orgasms aplenty, please, good Anons, and lots and lots of intimacy._

* * *

Elaninde was the Listener and that was the only thing about her Cicero liked. They had once been friends or at least Cicero had thought so. Back when the Pretender was still around it had felt like it was Elaninde and Cicero (and of course the Night Mother) against the world. Cicero had tended to her every whim, doting on her from sunrise to sunset.

Then the bitch had decided she absolutely had to have Arnbjorn. Maybe it was their beast blood. After all he was a werewolf and she was a werefox. Maybe it was his prickly nature. Arnbjorn's tendency to be gruff and unobtainable was exactly the sort of thing that would have grabbed Elaninde's attention. Maybe it was just to spite Astrid. She had hated the Pretender much more personally than Cicero ever had. By the Void, it was probably all three and more.

Cicero had tried; he had tried so hard to convince the Listener to stop her blasphemy. He didn't like the Pretender very much, but she was bound to the sheepdog. The Tenets were very clear. You don't steal from a brother or sister and you don't betray the Brotherhood. Getting the faux leader of the Sanctuary upset that you were fucking her man behind her back definitely qualified as disrupting the Brotherhood's chain of command.

The Keeper told the Listener that he would alert the Pretender to what was going on. And what had Elaninde done? She had laughed in Cicero's face! So Cicero had told Astrid because he kept the Tenets even if the exalted Listener did not.

Their friendship had become strained after that, if they ever truly had been friends. Cicero still served the Listener, fulfilling her slightest wants and needs often before she could even verbalize them. If the Listener was thirsty all she had to do was hold out her hand and a cold fruity drink from her native Summerset Isles would be there. If she was hungry, dainty snacks would be offered. If she was bored, Cicero would dote and praise her skill and beauty as he brushed her long, wild red hair or oil her hands and feet. Because despite his personal distaste at her selfish actions, Elaninde was still the Listener and Cicero was still the Keeper and he was made to serve.

Sometimes Cicero wondered if he had done the right thing telling Astrid. It had felt righteous at the time, but the results had been less than desirable. Tension in the Sanctuary grew after that. Astrid had confronted Arnbjorn about his infidelity – privately, of course. It would never have done for the whole Sanctuary to know of her shame. Cicero, sneaky, stealthy Cicero had hidden by their door and heard every word. Astrid had cried. Arnbjorn had begged forgiveness. They had declared their love for each other before falling into bed together.

The next day Arnbjorn was licking Elaninde's feet again.

Astrid, usually a master at hiding her emotions, had not been able to suppress her hate of the woman who not only stole her husband, but planned to steal the leadership of her dark family. She had become irritable, constantly snapping at the others or yelling at the slightest provocation.

The jester part of him had reveled in the chaos and strife, but part of Cicero that was still just a man had felt sympathy for Nord. Maybe Cicero should have turned a blind eye when Astrid had made the disparaging comment about what Elaninde could do with the "dried up old corpse", but the Keeper part of him would never allow such blasphemy. He had attacked her and would have killed her if not for Veezara. Not really thinking, Cicero had fled to Dawnstar Sanctuary, his jester's retreat, with Arnbjorn hot on his heels.

It had taken every ounce of cunning and speed, but Cicero had managed to get to the Black Door and through it before Arnbjorn could do more than take a chunk out of his side. Once the Sanctuary doors had swung shut and Cicero had a moment to think, he realized that his retreat wouldn't be safe for much longer. He had foolishly left his journals at Falkreath and the password within.

But he was too tired, hurt, and weak to keep running. Instead Cicero had curled up in the torture room, waiting for the Listener to come for him. Surely she would be the one they would send. She had been his friend, the only one he had been close to. It was only fitting to send the best to defeat the best.

Hours passed into days, days into weeks, and no one came. Slowly Cicero began to realize that the Listener, HIS Listener, had decided to not come and kill him. He had been so happy! He was safe because she was kind and true!

Finally, Cicero decided he had to go back. It didn't matter if the others attacked him if they saw him; he had to attend to Mother. Too much had passed since he had last oiled her. She may have not spoken since her command to take Motierre's contract, but that was Night Mother's choice. He wouldn't allow her vessel to be desecrated while he lived.

Cicero immediately knew something was wrong when he arrived in the Pine Forest. There was the smell of smoke in the air. As he got closer to Sanctuary, he was horrified to see that there had been a fire and the whole surrounding area was covered in soot and bones. Even the Black Door was off its hinges leaving the Sanctuary exposed and naked.

Cautiously going in, the Keeper discovered that the fire had originated within the Sanctuary and had consumed almost everything. Only the Night Mother and her chapel were untouched, far away from the rest of the living area and closed off with heavy iron doors.

Later Cicero would discover the truth of the matter after getting Arnbjorn very drunk. Elaninde had refused to kill Cicero after Astrid had ordered her to. "If you want him dead, then you do it yourself," she had sniffed.

But Astrid had not had the password. Elaninde had hidden Cicero's journals to keep her from finishing what Arnbjorn had started. "She would laugh about it," the wolf admitted. "How much she enjoyed how pissed off Astrid was. Besides, she figured you had bled to death. Even if I hadn't hit the artery, few can survive a werewolf's bite."

Cicero was hurt. She hadn't cared about him at all. She had figured him dead and not worth the trip, but useful to hurt her ally.

Eventually, Astrid had assigned Elaninde to go to Solitude to kill the Emperor. She was supposed to go alone, but she had convinced Arnbjorn to come with her as "back-up." It was lucky for him that he had agreed because Astrid had tried to betray Elaninde to Commander Maro, the head of the Penitus Oculatus and the father of Gaius Maro, a young Legionnaire the Brotherhood had framed to draw the Emperor out.

Maro had decided to double cross Astrid by killing not only her rival but the Brotherhood as well. The Penitus Oculatus had discovered the location of Falkreath Sanctuary and hit while Elaninde was gone. The werefox and werewolf had managed to escape with their hides, but instead of immediately returning to Sanctuary to try to warn anyone, they had hidden in the woods until things had calmed down.

In fact, they had just returned to Falkreath shortly after Cicero did because they needed somewhere to go and Elaninde had been stubborn about returning to her "rightful" place. The Altmer wasn't a fool though. They had made sure to stop by the Dragon Bridge to kill the Penitus Oculatus in their sleep so no one would know the location of the Sanctuary.

"Oh, you're back," had been Elaninde's greeting when she saw Cicero. "Be sure to oil the Night Mother immediately. She's overdue."

Cicero had tried to convince the Listener to relocate to Dawnstar Sanctuary. It was safer, undiscovered and unknown to most. Cicero had only known of it from an old text. But a fox wants to go to ground where her den is and Elaninde had refused to move.

"I like this place despite how much work we'll have to do to clean it up," she insisted.

Clean-up had mostly involved Cicero and Arnbjorn breaking their backs hauling out the large rocks that had fallen from the fire and scrubbing the soot off the walls. There had been no one else to help. The rest were dead. Festus Krex had been pinned with more than two dozen arrows to a tree outside, Nazir's bones and scimitar were found in the kitchen area, Veezara's corpse in the entrance room, Gabriella's charred remains across a table in the alchemy room, and Astrid's badly burned body sprawled on the ground outside her room.

"Throw her out back with the rest of the bodies and fix the rushes for the mattress," had been Elaninde's command to Arnbjorn when he found the Pretender's body. When she swept off to see how badly damaged the waterfall was, Cicero took a moment to pat the sheepdog's shoulder before scurrying off to attend to the Listener and to give the Nord a private moment to mourn his wife.

Despite his infidelity, Arnbjorn was loyal to a fault and he had honestly loved Astrid. It had been his beast blood that ironically had made him betray her, not his human self. He still followed Elaninde everywhere, but something had changed. He looked and moved like a man much older than his years. As for the Altmer, she still took him to her bed, but for the most part she seemed bored with him now that the rivalry was gone.

There had been no sign of Babette, either dead or undead. Cicero hoped that she had managed to escape the Penitus Oculatus by using her innocent victim act and that she had moved on to better hunting grounds.

Cicero had feared that with the Brotherhood destroyed Elaninde would move on to something else. He had no idea how he could persuade her to stay and fulfill her destiny as the Listener. Thankfully, his fears were unfounded. Elaninde was nothing if not prideful and she was determined to kill the Emperor for the prestige the contract represented.

After she had, the Night Mother had started speaking again, giving many contracts. The Brotherhood had flourished and the Sanctuary was soon full again. Arnbjorn had been named Speaker, an honor he hadn't particularly liked given the necessity of dealing with petitioners for the details of their contracts. It was a clear case of Elaninde choosing to give her mate the highest ranking position possible to make her own status appear even more exalted.

As the only other surviving member and Keeper, Cicero thought he would also receive special treatment. After all, he had always been loyal, he had always been steadfast! Even Astrid, despite her blasphemies, had acknowledged his rank by giving him his due. Instead, Elaninde treated him little better than a slave. Cicero was not only expected to wait on her hand and foot as he had been, but he was to keep her laundry, clean her room, and generally always be on call for her slightest whim.

"But Cicero must Keep the Night Mother," he had protested. "When Cicero is not busy with his duty, he will gladly Keep the Listener too."

"Cicero will do as I command or he will be breaking a Tenet," Elaninde had snapped as she grabbed a handful of his hair and almost jerked the Imperial off his feet.

"Respecting the Night Mother is the first Tenet for a reason," Cicero countered, gritting from the pain.

"You'll be given time to oil her on Sundas and you may periodically clean her sanctum, but I won't be wasting you on meticulously cleaning an empty room every minute of every day when you could be doing much more important tasks," Elaninde sneered.

"Like cleaning your room instead?" Cicero asked sarcastically.

"Exactly." Elaninde smiled and let the Keeper go. And that had been that as far as she was concerned.

The Altmer would send him on the most ridiculous tasks, keeping Cicero constantly busy. He was never given a moment for his own time or to get to know the new siblings. The new initiates stayed away from him as it was obvious he was out of favor with Elaninde and none of them wanted that stigma. It felt terribly unfair to Cicero. He was now surrounded by a new Family and he felt lonelier than ever. He rarely got to do more than crawl into bed after taking off his motley most days he was so tired. He almost never got to eat with his Family.

That's why Cicero was so surprised when he came back to his room one night to find a covered plate of cheese and bread with a bottle of wine. There was no note. The simple act of kindness brought tears to Cicero's eyes. The jester couldn't remember the last time someone had been kind to him. It had been more than a lifetime ago really, before he had become Laughter Incarnate.

The delivered meals were periodical and always food that would keep for hours. Sometimes there was fruit, sometimes road tack, or even the occasional sweetroll – which had appeared one day after Cicero had mentioned in the kitchen that he was particularly fond of the treat and hoped one could be saved for him. The cook, no Nazir there, had brusquely told him first come, first serve for everyone save the Listener and of course there had been none left for Cicero. Most of these meals weren't impressive spreads, but they were varied enough that he didn't get sick of them.

It drove Cicero mad that he couldn't thank his mysterious benefactor. It could have been anyone. Cicero never locked his door; there was no point. If anyone wanted anything from him, he would have given it freely and all of them were accomplished at picking locks. There was no sense in confronting the initiates about it. The benefactor clearly didn't want to be recognized and making waves about it would draw Elaninde's attention, who would make sure that it stopped. Cicero was a fool, but he wasn't a moron.

Finally, he settled on leaving a red mountain rose with a red ribbon tied around it on his table. The next time a meal was left, he was pleased to see it was gone.

* * *

It was late one night when they finally met. Everyone else had either gone to sleep or was out on a contract. Cicero was sitting on the bench in front of the fire in the kitchen watching the flames and singing gently. A creak on the stairs alerted to him that he had company. When the jester looked up, he smiled when he saw the sleepy-eyed Imperial with a blanket wrapped around her shoulders looking down at him.

"You're still up?" she asked drowsily. She brushed back her chin length black hair, unmindful of how it stuck up.

"Cicero doesn't sleep much," he admitted with a chuckle. "Why are you awake?"

"Thirsty," she said simply as she finished descending the stairs. She pulled out a kettle and poured some milk. "Would you like some?" When Cicero refused, she placed it on the fire and sat next to him on the bench, not quite touching.

"Cold?" he asked as he closed the distance and wrapped an arm around her shoulders. He was pleased when she didn't pull away from the gesture or when his hand slid down her side to her waist so he could pull her closer.

"A little," she admitted. "I just can't seem to get used to Skyrim's bitter cold."

"Not been away from Cyrodiil long then?" Cicero chuckled when she shook her head. "What is the sister's name?"

"Phoebe," she said shyly.

"Bright and shining?" Cicero teased. "Hardly a fitting name for a Dark Sister. Maybe you should change it."

"I've already changed my name once," she said mysteriously. "It would be a bit silly to change it again."

"Oh?" Now Cicero was curious. "And what was your old name?"

"That's a secret," she said, pressing one finger against her lips in a "shush" gesture as she winked.

"Cicero loves secrets," he grinned. He reached into his pouch and pulled out the ribbon that had been wrapped around the mountain flower he had left for a gift for his nameless friend. It had taken weeks of waiting for siblings to go out on contracts and discretely going through their drawers before he had found it in hers. "Cicero likes figuring them out even more."

Phoebe stiffened and tried to pull away, but Cicero wouldn't let her. He pulled her close with a tight hug. The action caused the bench to shift and they both fell to the ground with a heavy thud. The noise made them freeze, listening to see if anyone had heard.

"Don't run away, please," Cicero begged, his lips brushing her ear. "Cicero wants to thank the kind sister." He could feel her heart beating frantically beneath his hand. He laughed when she hid her face in her hands, her face flushed with embarrassment. "Why so shy?"

"I don't know, just embarrassed you found out," she mumbled.

Cicero risked letting go to pull her hands away so he could see her clearly. "Cicero appreciates it," he murmured before kissing her gently on the lips.

When he pulled away, he was pleased to see her eyes twinkling with delight as she licked her lips. Before he could say another word, she threw her arms around his neck and kissed him back. She was inexperienced but enthusiastic and Cicero was more than glad to return the favor.

His hands ran hungrily down her nightshift, feeling her body. She was pressed tightly against him and rubbing oh so very slightly. He could feel himself stiffening from her touch, unsurprising given how long it had been since he had lain with anyone. His lips trailed down her chin to her neck until he found her pulse and kissed it.

"What is it?" she gasped when Cicero suddenly sat up, alert and looking towards the alchemy area.

"Arnbjorn," he whispered. The werewolf was deadly quiet with his bare footsteps, but years of living alone had made Cicero acutely aware of anyone living around him.

The Keeper was pleased he didn't need to warn the girl to be gone before the wolf came into the kitchen. She was already up and grabbing the kettle, her blanket wrapped around one arm. "Cicero will be out picking flowers for Mother tomorrow," he said quickly, not daring to hope. "Cicero wouldn't mind company."

Her only response was a nod before she fled back to the initiates' sleeping area.

* * *

The next day was impossibly beautiful. There were no clouds in the sky making it an ocean of blue over Cicero's head as he picked pretty, pretty flowers. The wind was cool, but light. The sun was warm on his back, pleasantly warm. Best of all there was no Elaninde to dog him with her endless demands.

"Dog," he snickered. "Oh, I slay me."

Phoebe came around noon, carrying a picnic basket. Cicero didn't bother to hide his smile as he threw down his basket and cartwheeled to her. She laughed as he pulled the basket from her and twirled a pirouette. When he stopped, he was pleased to see that Phoebe was the same height as he. Even in Cheydinhal, he had been the shortest person there.

They had not spoken before last night, but he felt like he knew her already. Even if she had not been nice to him, she had kind eyes – a rarity in assassins. He picked her up and twirled her next. He loved the flare of her skirt as they spun, he loved her laughter mixed with his, and part of him wondered if he was falling in love with her too.

The thought made him step back, uncertain since he had become Laughter Incarnate. Before there could only be love for the Night Mother and maybe the Listener. Cicero had never thought he would love a sibling as something more than his dark Family.

"What's wrong?" Phoebe asked. "You have a serious look."

"Oh, but don't you see that's impossible, sister?" Cicero laughed. He grabbed some food out of the basket and started to juggle them to distract Phoebe. "Cicero is a fool and can only be foolish."

She had only laughed at his claim and made him set up the meal while she pulled some water from a nearby river. They sat on the blanket she had brought – not the one she had used last night, Cicero noted – and had eaten lunch together.

Cicero had rambled, sang, and danced and Phoebe had never once looked put out or bored by his antics. She had laughed and smiled and best of all she had listened to him as he talked.

"What about Phoebe?" he asked as he handed her an apple. "How did you get into the Brotherhood? Forgive Cicero, but you don't seem like a cold-blooded killer."

"There was a boy who needed help," she said with a shrug. "I killed an old woman who had hurt him and Elaninde broached me saying I owed the Brotherhood for stealing a contract." She played with a blade of grass as she spoke. "Truth be told I didn't have anywhere to go in Skyrim. I had been arrested at the border with some Stormcloaks. A dragon interrupted our execution and I was dragged along with Ulfric and his men when they escaped. When the jarl discovered I didn't have anyone to ransom to, he let me go. I ran into Aventus, alone and desperate. He told me his tale and I thought I would talk to the orphanage matron. Killing her was an accident, but I don't regret it." She looked up and beamed at Cicero. "And now I have a Family and I belong. So it wasn't all bad, right?"

It was quite a speech in some ways, but although it was the most she had said all afternoon, Cicero could tell there as much she had left out. Anyone else he would have wheedled to tell him more, tearing at their defenses until they didn't know up from down.

"Let's finish picking flowers," he said, offering his hand so she could stand.

When they had filled Cicero's basket, they separated the damaged petals from the ones good enough for their Unholy Matron. Phoebe made a crown and placed it over Cicero's cap, making him giggle that he was now the Emperor of Hearts! In return, he tucked a yellow rose behind her ear.

"What about the rest of these?" she asked, gesturing at the pile. Most of them were usable for everyday decoration, but small tears and bug bites made them unworthy of Mother.

"Come," Cicero ordered, picking up a handful. Phoebe followed as he took her to a small grove behind Sanctuary. There were several piles of stones making the resting places of the previous Falkreath members. Cicero placed some flowers on each grave solemnly. He may have not liked Astrid, but she had been part of the Brotherhood and its leader for a long time when Mother was away. Festus, Veezara, and Gabriella had been kind to him even if they had wrongly backed Astrid's rule. Nazir, well, at least he had been a good cook and a competent assassin.

"Don't tell Elaninde," Cicero said as he placed a bouquet on the spot that was set aside for Babette. It honored her memory wherever she may have ended up. "She would make us destroy it as to not to risk discovery."

"I won't," Phoebe promised. She added, "Nightshade grows here."

"Yes, it grows wherever there's been death," Cicero nodded. "When the blooms are matured, Cicero will pick them for Mother and give them to her as an offering from her dead children."

When they walked back to Sanctuary, Cicero hummed happily when Phoebe reached out and held his hand. They didn't let go until they were almost back and even then, her fingers lingered touching his before she stepped away. "She scares me," Phoebe admitted, "and I don't get scared by much," before she fled ahead down the stairs.

* * *

Cicero made sure to placate Elaninde now that he had something to look forward to. He praised her with honeyed words and brushed her hair until it shone. He lulled her into a false sense of victory so she would think she had broken him much as she had broken Arnbjorn. So he would no longer be a challenge to her and she would forget about him more often than not. All to make it easier to spend time with his dear, sweet Phoebe.

Summer was the best time. The long days allowed them to range further way from Sanctuary and explore the Hold. There had been days when they had swum in Lake Ilinalta wearing nothing more than their smalls. Then they would lie on the rocks by the shore to dry in the sun much like lizards. She even took him to Helgen's ruins to show him where she had almost been executed and where the dragon had attacked.

Cicero had been a bit disappointed when Phoebe saw the bandits that she insisted they leave, but it was probably for the best since his blade was retired.

"It's so strange that in all of Skyrim, I ended up back near here," she had mused when they stopped to eat. She shredded her bread, a nervous habit, and threw the crumbs along the roadside for the wild life to nibble on once they had left. "Practically within a stone's throw of where I almost died."

Cicero had hugged her, suddenly feeling worried. He often touched her in small ways when they were alone together. A brushing of her shoulder, a touch of her hair, and almost always they held hands when they walked together. It helped him feel like she was real and not some dream. "Phoebe is safe now that she has Sanctuary," he promised fiercely.

"I know," she had answered before kissing him lightly on the lips.

"I love you," he whispered, not planning the words and unable to snatch the back once they were out of his fool mouth.

Phoebe's eyes widened in surprise, but she only smiled and patted his cheek. "I love you too."

Cicero couldn't tell if she meant it as a sister or lover. Normally he would just ask, but the thought of her saying only as a sister and losing this one friendship hurt too much to consider. She must have picked up on his change of mood on the walk back because she asked, "Is everything okay? You were really quiet."

"Phoebe makes Cicero feel uncertain," he admitted.

"Is that bad?" she asked nervously.

"I don't know," he answered honestly. It was nice to have someone else shake up the status quo, but it was odd for it to be to him.

* * *

Often Phoebe would be gone for several weeks to fulfill a contract. Those were the worst times. She always asked the Listener if she wanted anything if she was going to a large city or hold. Sometimes Elaninde would give her a list, sometimes not. Then clever Phoebe would ask the Keeper if he needed anything from the alchemy shops for his oils for Mother since he frequently didn't leave Sanctuary. Cicero was always touched she had thought of him, but it didn't make up for how much he missed her.

It was during one of these times when Elaninde found out Cicero's true weakness. He had been feeling rather manic and had spent dinner juggling various plates and silverware while cackling and singing. Some of the initiates had been laughing at his antics, which undoubtedly had annoyed Elaninde to no end.

"If you can't behave like a grown man at the dinner table, I'm inclined to send you to your room," she snapped. Cicero had been unable to hide the look of pure horror at her statement and Elaninde had latched onto it immediately. She grinned cruelly. "That sounds perfect. Go to your room for the rest of the night, Keeper."

He had dropped the items he had been juggling, uncaring when they fell and shattered on the ground. A righteous fury swept over him and Cicero would have given anything to be able to leap over the table and put a second grin on that bitch's face. But no, the Tenets had to be observed.

Cicero had trudged off to his room and spent the rest of the night reading. It didn't really matter. The only sibling he really could talk to was gone on contract. And now Cicero had a reason to be away from Elaninde.

If that had been the extent of it, Cicero would have been fine. He had dozens of ways to stay entertained by himself. But Elaninde figured out that she needed to be more explicit in her punishment. "No lights when you're banished," she commanded the next time.

Now Cicero was left alone in the dark with nothing to do. The irony of being surrounded by people was not lost on him.

If Elaninde thought he would be grateful to be allowed out to do her chores, she was sadly mistaken. Cicero lashed out by doing everything he could to "accidentally" ruin her things. This, of course, infuriated the werefox, but that was the only thing that really made Cicero happy while Phoebe was gone.

Long, long, long days spent endlessly alone in his room. Nothing to help pass the time. Cicero could feel himself unraveling. He started to question the truth of everything, if things were real. Only the Night Mother was solid to him.

Finally a knock came at his door.

"Who's there?" Cicero snapped, his senses on edge.

"Phoebe," she whispered gently through the door. "I'm home. What happened?"

"The great and powerful Listener is displeased with her Keeper," Cicero snarled. He had jumped off his bed and was pressed against the door. He wished he could reach out and touch Phoebe. What if she wasn't real after all? What if he had made her up to help combat the loneliness and despair he felt so frequently? "I missed you."

The silence lasted so long, he wondered if she had left or if she had even been there to begin with. Then he had to jump back when the door opened and Phoebe slipped in. She wrapped her arms around him, kissing him before he could speak. Cicero growled against her lips as he pulled her to his bed. He would need no light for this particular activity!

"Cicero, Cicero, wait, please," she pleaded as he pressed her against the bed.

"Why?" he asked, backing off. He wished he could see her face. He wished he had asked before instead of waiting for now. Cicero wasn't certain how much more disappointment he could take now. He would honor her wishes, but gods he was going to know why at least.

"I'm," she sighed, "I'm a virgin."

Cicero had to laugh at that. He didn't care how loud he was. It wasn't as if he hadn't laughed madly before. No one would think it odd if they heard him.

Of course she was a virgin. It certainly explained her awkwardness at times and her nativity. "What then?" Cicero asked bitterly. "Are you waiting to be bound to someone before Mara? Waiting to find your true love?" He knew his voice was higher pitched than normal, but Cicero was so tired, so frustrated, so weary of being fate's chew toy.

"No," she said gently. "I just choose to not have sex." Her hands were on his tunic, untying it. His motley fell open and he could feel her hands touching him, tracing along his chest, down his ribs, resting on his pants. "But there are other options for pleasure. If you want."

"Yes! Cicero has wanted for so long!" Cicero grabbed her and crushed her to him, ignoring the pinching of the buckles on her armor. He kissed her hard, probably bruising her, but not caring. She wasn't protesting and the only sounds he heard were closer to purring than anything else.

His hands flew over her shrouded armor, pulling it off as soon as the buckles came loose. It fell to the floor with barely a rattle. Once bare-chested, Phoebe wrapped her hands in his hair, pulled him close as she kissed him. She was all tongue, licking and tasting him. She sighed against his mouth as he touched her breasts, marveling at the firmness and enjoying how perfectly they fit his hands. Cicero ran his thumbs over her nipples, already hard from the cool air.

Reluctantly, he moved further down, unbuckling her pants. Instead of pushing them down, he dipped his hand under the cloth to touch her sex. She was already soaking wet! Cicero cried against the nape of her neck when she returned the favor by grabbing his erection and stroking it through the motley cloth.

"You're so hard," she murmured, clearly pleased at his current condition. She kissed him again and this time they were tumbling onto his bed.

Cicero rolled so he was on top of Phoebe, grinding against her so she could feel his length against her. Her little cries of pleasure drove him wilder. Her legs wrapped around him, thrusting back. Her hands were busy pulling off his top, but Cicero was amused she didn't touch his cap.

Their hands were a flurry, running over each other, pushing offending cloth and leather aside for better access to hidden flesh. Kisses and bites were rained shortly after. Hands in hair, pulling and nudging as needed.

"Gods, I think this is the warmest I've been since I've come to Skyrim," Phoebe sighed. Cicero could feel how flushed her skin was and had to agree.

"If Cicero had known, he would have suggested this weeks ago," he chuckled.

"I want to taste you," she declared suddenly. Cicero was pushed onto his back and she was straddling him, rubbing against him hard as she kissed him. She trailed down his neck and lingered at his chest, kissing his collar bone before moving further.

Then his pants were pooled around his ankles and her lips on his cock. Cicero almost forgot how to breathe she felt so good wrapped around him. She may have never had a man in her, but Phoebe knew what she wanted and how to get it.

Her hands were on his hips, stroking up and down while she alternated between tonguing his tip and sucking on it. Then she took him fully into her mouth, moving up and down rapidly making slurping sounds eagerly.

"Cicero is going to come quickly like this," he gasped. His hands were in her hair, not forcing her actions, but to feel her silky tresses.

"It might be best if you do," she said after a pause. "Otherwise, I might be…tempted."

Oh how he wanted her to be tempted! He managed to choke out an "Okay," before she continued her administrations on him. Her tongue furiously licking him as one hand stroked.

"Oh Sithis, yes, Sithis, yes, please," Cicero chanted. He shifted to thrust against her, but her hand that was still on his hips gave a warning and he paused to let her do as she wished. Then he was thickening and hot seed shot from him. Cicero grunted from the pressure. It felt so good it was almost painful.

He expected her to jerk away when he came, but to Cicero's pleased surprise Phoebe swallowed all of it, barely gagging despite the volume. It had been a long time since Cicero had even had a desire to pleasure himself and it showed.

The jester, suddenly boneless, flopped back onto the bed with his arms spread eagle. Phoebe teased him by continuing to lick his rapidly softening cock before crawling into his embrace. She curled up against him, nuzzling him.

"Not going to leave me hanging, are you?" she asked.

"Never," Cicero growled. He kissed her again, tasting himself on her lips. He rolled her onto her side so her back was against him as he slipped his hand into her pants again. His hand was soaked and he suspected her poor leather pants would need a thorough washing next time she went to laundry. Maybe Cicero could figure a way to offer to do it for her without drawing attention. Or maybe he would do it anyway. Elaninde could choke on a dick as far as he was concerned.

Cicero pulled Phoebe tight to his chest as he fingered her. His thrusts were hard and fast and she seemed to like it well enough as she moaned his name over and while her own hips pushed against his hand.

"Do you want Cicero to taste you too?" he asked, nibbling on her ear. Some women were particular about the difference between giving and receiving and Cicero didn't want anything to go wrong now that he was pleasuring her.

"Next time," she grunted as she reached back to wrap her arm around his neck. "This feels so good. Don't stop!"

Next time! There would be a next time!

Cicero impatiently kicked off his pants and boots to give himself better leverage as he curved against Phoebe's body. They fit so well together. Everything was within easy reach instead of needing to stretch to get to anything good.

He alternated between rubbing his thumb over her clit and touching the folds surrounding it. She moaned and begged for him to finish her as he moved against her. Finally, Cicero gave all his attention to the swollen nub and focused on stroking it until she came.

Phoebe grabbed a pillow and screamed into it as she writhed against him, practically flailing as if from a seizure. When she finished, she was boneless in his arms. "I don't think I can move," she muttered.

"Cicero takes it that you enjoyed it?" he laughed.

"Oh yes, my Keeper," she mumbled. Even in the dark, it was pretty obvious she was having a hard time making words.

"Is Phoebe falling asleep?" Cicero asked, partly worried and partly pleased. It took a certain skill to make a woman pass out from pleasure.

"Mmm," was her only reply.

Well, it wasn't as if anyone knew she was back from her contract. It should be safe for her to spend the night. He slipped out from under her to pull her pants off, leaving the smalls.

It would be better to leave those on to avoid temptation.

He folded her clothes and put them to the side before crawling back into the bed with her. Cicero was actually looking forward to sleeping with his dearest friend in his arms. Later he would deal with worrying about Elaninde.

"I love you," Cicero whispered. He laughed at her wordless grunt before closing his eyes and falling asleep too.

* * *

A/N: This is a story that I've been playing around with pretty much ever since Waking Nightmares. I was willing to leave it on the back burner until I saw the prompt on SKM and felt I had to fill it. Unfortunately, it's a precursor to something a bit more unpleasant which should be put up shortly.


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